Filed by Automated Filing Services Inc. (604) 609-0244 - US Geothermal Inc. - U.S. Geothermal Inc. - Exhibit 10.11





 EMPLOYMENT AGREEMENT

	 	 
	 BETWEEN:  
	  
	  	 US Geothermal Inc., a body corporate
      having an office at Suite B  
	  	 1509 Tyrell Lane Boise, Idaho 83706 
    
	  	 (the " Company")  
	  
	 AND:  	  
	  
	  	Douglas Glaspey of 1509 Tyrell Lane,
      Suite B, Boise, Idaho  
	  	83706  
	  	(the " Employee")  



WHEREAS:


THIS AGREEMENT made as of the 1st day of January, 2003 

 (A)         the Company
  is in the business of developing its Raft River geothermal property; 

 (B)         the Company
  wishes to engage the Employee as Chief Operating Officer; and 

 (C)         the parties
  hereto wish to enter into this Agreement for the purpose of fixing the compensation
  and terms applicable to the employment of the Employee during the period hereinafter
  set out. 

  NOW THEREFORE THIS AGREEMENT WITNESSES that the parties
  hereto, in consideration of the respective covenants and agreements on the part
  of each of them herein contained, do hereby covenant and agree as follows: 

 1.         
  Employment 

 The Company hereby engages the Employee as Chief Operating
  Officer of the Company, and the Employee hereby accepts such employment, upon
  the terms and conditions hereinafter set out. 

 2.          Term
  

 This Agreement will be effective from January 1, 2003 and
  will remain in full force and effect until terminated as hereinafter provided.


 3.          Responsibility
  

 The Employee will devote one third of his working time to
  his Employment hereunder, and while engaged in his employment will have the
  authority and duty to perform and









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 carry out such duties and responsibilities as are customarily
  carried out by persons holding similar positions in other mining companies comparable
  in size to the Company and such additional and related duties as may from time
  to time be assigned, delegated, limited or determined by the President.

	 4.        Other
      Business Activities 
	 
	 It is agreed that the Employee's employment
        hereunder shall constitute one third of his working time which shall be
        devoted exclusively for the benefit of the Company, and therefore: 

	 
	 (a)      	 the Employee may engage in any other business
        activities, so long as such activities will not interfere with, or impede,
        in any significant manner the performance of his duties as Chief Operating
        Officer of the Company provided, however, that: 

	 
	 	 (i)      	 other than the business activities already
        disclosed to the President, before the Employee can engage in any such
        other business activity which involves the Employee owning or acquiring
        any interest, directly or indirectly, in any geothermal property or the
        rendering of any advice or service to another person, partnership or other
        legal entity or a joint venture engaged in the business of exploring for
        and/or developing geothermal resources the Employee must disclose full
        particulars thereof in writing to the President, and within 15 days after
        the date of such disclosure, the Employee must receive from the President
        a decision that such activities by the Employee will not, in the opinion
        of the President, interfere or be in conflict with the Employee's performance
        of his duties to the Company hereunder; 

	 
	 	  (ii)      
	before engaging in any such other business activity other than an investment
      or acquisition of the kind described in sub- paragraph (a)(i) of this Section
      4, the Employee shall have disclosed same in writing to the President; and,
    
	 
	 	 (iii)      	 an investment or acquisition of the kind
        described in sub-paragraph (a)(i) of this Section 4 does not include investment
        in publicly traded mining companies, where such investment does not constitute
        10%, either directly or after exercise of any share acquisition rights,
        of the issued capital of the company in question, nor a control position,
        nor part of a control block. 

	 
	 (b) 	the Employee shall refer to the President
        any and all matters and transactions in respect of which an actual or
        potential conflict of interest between the Employee and the Company has
        arisen or may arise, however remote the possibility, and the Employee
        shall not proceed with any such matter or transaction until the President's
        approval 

	 









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 therefor is obtained. For purposes of clarification, this
  provision is not intended to limit in any way the Employee's other fiduciary
  obligations to the Company which may arise in law or in equity. 

 5.          Compensation
  

 In consideration of the performance by the Employee of his
  responsibilities and duties as Chief Operating Officer hereunder: 

	 (a)      	 the Company will pay the Employee the
        sum of US$36,000 per annum, payable in monthly installments. The Employee
        may elect to have any compensation payable hereunder paid into any jurisdiction
        of his choice, but the Company may decline to pay such compensation to
        the Employee at the place specified if the Company determines that such
        payment in such jurisdiction would violate the laws of the jurisdiction
        of the place of payment specified by the Employee or the laws of any other
        country or if the Company otherwise determines that payment to the Employee
        or for his account in such place would be prejudicial to the Company;
      

	 
	 (b)      	 the Company will grant the Employee incentive
        stock options in such amount and on such conditions as the Board of Directors
        of the Company may determine from time to time; and 

	 
	 (c)      	 the Company will provide the Employee
        and his immediate family (consisting of spouse and children) with medical,
        dental and related coverages as are or may become available to the other
        employees of the Company. 



 6.          Expenses
  

 The Company will reimburse the Employee for any and all reasonable
  and documented expenses actually and necessarily incurred by the Employee in
  connection with the performance of his duties under this Agreement. The Employee
  will furnish the Company with an itemized account of his expenses in such form
  or forms as may reasonably be required by the Company and at such times or intervals
  as may be required by the Company. 

 7.          Vacation
  


 	The Employee will be entitled to a paid vacation of one week within each 12 month period under the terms of this Agreement, to be calculated from the date of commencement of employment set forth in Section 2 herein. This vacation must be taken on
dates which do not adversely compromise the Employee's performance of his duties under this Agreement. 

 8.          Termination
  






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 This Agreement and the Employee's employment may be terminated
  by the Company summarily and without notice, payment in lieu of notice, severance
  payments, benefits, damages or any sums whatsoever, on the occurrence of any
  one or more of the following events: 

	 (a)      	 the Employee's failure to carry out his
        duties hereunder in a competent and professional manner; 

	 
	 (b)      	 the Employee's appropriation of corporate
        opportunities for the Employee's direct or indirect benefit or his failure
        to disclose any material conflict of interest; 

	 
	 (c)      	 the Employee's plea of guilty to, or conviction
        of, an indictable offence once all appeals (if any) have been completed
        without such conviction having been reversed; 

	 
	 (d)      	 the existence of cause for termination
        of the Employee at common law including but not limited to cause related
        to fraud, dishonesty, illegality, breach of statute or regulation, or
        gross incompetence; 

	 
	 (e)      	 failure on the part of the Employee to
        disclose material facts concerning his business interests or employment
        outside of his employment by the Company, provided such facts relate to
        the Employee's duties hereunder; 

	 
	 (f)      	 refusal on the part of the Employee to
        follow the reasonable and lawful directions of the Company; 

	 
	 (g)      	 breach of fiduciary duty to the Company
        on the part of the Employee; 

	 
	 (h)      	 material breach of this Agreement or gross
        negligence on the part of the Employee in carrying out his duties under
        this Agreement; or 

	 
	 (i)      	 a declaration of bankruptcy on the part
        of the Employee by a court of competent jurisdiction. 



 8.1        
  In the event of the early termination of the Agreement for any reason set out
  in Section 8 above, the Employee shall only be entitled to such compensation
  as would otherwise be payable to the Employee hereunder up to and including
  such date of termination, as the case may be.

 8.2        
  This Agreement and the Employee's employment may be terminated on notice by
  the Company to the Employee for any reason other than for the reasons set out
  in Section 8 above of this Agreement upon one month notice to the Employee.
  In such event, the Employee will be entitled to payment of salary and expenses
  until the date one month after which notice was given. 









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 8.3        
  This Agreement and the Employee's employment may be terminated on notice by
  the Employee to the Company for any reason upon one month notice to the Company.
  In such event, the Employee will be entitled to payment of salary and expenses
  until the date one month after which notice was given. 

 9.          Confidential
  Information

 The Employee agrees to keep the affairs and Confidential Information
  (as defined below) of the Company strictly confidential and shall not disclose
  the same to any person, company or firm, directly or indirectly, during or after
  his employment by the Company except as authorized in writing by the Board.
  "Confidential Information" includes, without limitation, the following types
  of information or material, both existing and contemplated, regarding the Company
  or its parent, affiliated or subsidiary companies: corporate information, including
  contractual licensing arrangements, plans, strategies, tactics, policies, resolutions,
  patent, trademark and trade name applications; any litigation or negotiations;
  information concerning suppliers; marketing information, including sales, investment
  and product plans, customer lists, strategies, methods, customers, prospects
  and market research data; financial information, including cost and performance
  data, debt arrangements, equity structure, investors and holdings; operational
  and scientific information, including trade secrets; technical information,
  including technical drawings and designs; any information relating to any mineral
  projects in which the Company has an actual or potential interest; and personnel
  information, including personnel lists, resumes, personnel data, organizational
  structure and performance evaluations. The Employee agrees not to use such information,
  directly or indirectly, for his own interests, or any interests other than those
  of the Company, whether or not those interests conflict with the interests of
  the Company during or after his employment by the Company. The Employee expressly
  acknowledges and agrees that all information relating to the Company, whether
  financial, technical or otherwise shall, upon execution of this Agreement and
  thereafter, as the case may be, be the sole property of the Company, whether
  arising before or after the execution of this Agreement. The Employee expressly
  agrees not to divulge any of the foregoing information to any person, partnership,
  Company or other legal entity or to assist in the disclosure or divulging of
  any such information, directly or indirectly, except as required by law or as
  otherwise authorized in writing by the Board. The provisions of this Section
  9 and Section 9.1 below shall survive the termination of this Agreement.

 9.1         The
  Employee agrees that all documents of any nature pertaining to the activities
  of the Company or its related corporate entities, including Confidential Information,
  in the Employee's possession now or at any time during the Employee's period
  of employment, are and shall be the property of the Company and that all such
  documents and copies of them shall be surrendered to the Company when requested
  by the Company.




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10.         Non-Competition


 During the Non-Competition Period (as defined below), the
  Employee shall not, either individually or in partnership or jointly or in conjunction
  with any other person, entity or organization, as principal, agent, consultant,
  lender, contractor, employer, employee, investor, shareholder or in any other
  manner, directly or indirectly, advise, manage, carry on, establish, control,
  engage in, invest in, offer financial assistance or services to, or permit the
  Employee's name or any part thereof to be used by, any business in geothermal
  resources that competes with the business of the Company, its parent, affiliated
  or subsidiary companies, or any business in which the Company, its parent, affiliated
  or subsidiary companies is engaged. For purposes of this Agreement, "Non-Competition
  Period" means a period ending twelve (12) months after the end of the termination
  of this Agreement. 

 11.         Acknowledgement
  

 The Employee acknowledges that damages would be an insufficient
  remedy for a breach by him of this Agreement and agrees that the Company may
  apply for and obtain any relief available to it in a court of law or equity,
  including injunctive relief, to restrain breach or threat of breach of this
  Agreement by the Employee or to enforce the covenants contained therein and,
  in particular, the covenants contained in Sections 9 and 10, in addition to
  rights the Company may have to damages arising from said breach or threat of
  breach. 

 12.         Representations
  and Warranties 

 The Employee represents and warrants to the Company that the
  execution and performance of this Agreement will not result in or constitute
  a default, breach, or violation, or an event that, with notice or lapse of time
  or both, would be a default, breach, or violation, of any understanding, agreement
  or commitment, written or oral, express or implied, to which the Employee is
  currently a party or by which the Employee or Employee's property is currently
  bound. 

 13.         Governing
  Law 

 This Agreement shall be construed and enforced in accordance
  with the laws of the State of Idaho, USA. 

 14.         Entire
  Agreement 

 This Agreement constitutes the entire agreement between the
  parties hereto with respect to the relationship between the Company and the
  Employee and supersedes all prior arrangements and agreements, whether oral
  or in writing between the parties hereto with respect to the subject matter
  hereof. 

 15.         Amendments
  

 No amendment to or variation of the terms of this Agreement
  will be effective or








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 binding upon the parties hereto unless made in writing and
  signed by both of the parties hereto.

 16.         Assignment
  

 This Agreement is not assignable by the Employee. This Agreement
  is assignable by the Company to any other company which controls, is controlled
  by, or is under common control with the Company. This Agreement shall enure
  to the benefit of and be binding upon the Company and its successors and permitted
  assigns and the Employee and his heirs, executors and administrators. 

 17.         Severability
  

 Any provision of this Agreement that is prohibited or unenforceable
  in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent
  of the prohibition or unenforceability and shall be severed from the balance
  of this Agreement, all without affecting the remaining provisions of this Agreement
  or affecting the validity or enforceability of such provision in any other jurisdiction.


 18.         Headings
  

 The division of this Agreement into Sections and the insertion
  of headings are for convenience or reference only and shall not affect the construction
  or interpretation of this Agreement. 

 19.         Time
  of Essence 

 Time shall be of the essence in all respects of this Agreement.


 20.         Independent
  Legal Advice 

 The Employee agrees that he has had, or has had the opportunity
  to obtain, independent legal advice in connection with the execution of this
  Agreement and has read this Agreement in its entirety, understands its contents
  and is signing this Agreement freely and voluntarily, without duress or undue
  influence from any party. 

 21.         Notice
  

 Any notice required or permitted to be made or given under
  this Agreement to either party shall be in writing and shall be sufficiently
  given if delivered personally, by electronic transmission, or if sent by prepaid
  registered mail to the intended recipient of such notice at their respective
  addresses set forth below or to such other address as may, from time to time,
  be designated by notice given in the manner provided in this Section:





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	 	 in the case of Company: 

      US Geothermal Inc. 

        1509 Tyrell Lane, Suite B 

        Boise, Idaho 83706 

        Attention: Corporate Secretary 

        Fax No.: 208 424 1030 

      in the case of Employee: 

        Douglas Glaspey 

      1509 Tyrell Lane, Suite B 

        Boise, Idaho 83706 

        Fax No.: 208 424 1030 



 21.1         Any
  notice delivered to the party to whom it is addressed shall be deemed to have
  been given and received on the day it is so delivered or, if such day is not
  a business day, then on the next business day following any such day. Any notice
  mailed shall be deemed to have been given and received on the 10th business
  day following the date of mailing. In the case of facsimile transmission, notice
  is deemed to have been given or served on the party to whom it was sent at the
  time of dispatch if, following transmission, the sender receives a transmission
  confirmation report or, if the sender's facsimile machine is not equipped to
  issue a transmission confirmation report, the recipient confirms in writing
  that the notice has been received. 


 	IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written. 

	 	 
	 US GEOTHERMAL INC.  
	 
	 By:  ____________________________
	               Authorized
      Signatory  
	 
	 SIGNED by the Employee in the presenceof:  
	 
	__________________________ 	______________________
	 Witness  	 Douglas Glaspey  


 __________________________

  Printed Name of Witness